OCI 홀딩스

Management Information

Composition of the Board of Directors

In order to strengthen the professionalism of the board, OCI Holdings appoints members of the board of directors in consideration of their experience and expertise in chemistry, law, accounting, finance and their stake holding status and other mandates.
Furthermore, OCI Holdings tries to secure diversity in the board of directors, including gender, age, race, ethnicity, country of origin, and nationality. Term of directors is three years from election and all directors are insured with the Directors and Officers Liability and Company Reimbursement Policy

Regulation on the Board of Directors

Directors

Woo Hyun Lee
Chairman & Representative Director
Elected on March 29, 2024Three years from election
(Current) Non-standing Vice Chairman, Seoul Chamber of Commerce and Industry
(Current) Chairman, Korea-Malaysia Economic Cooperation Committee
Chairman, Bukwang Pharm.Co.,Ltd.
Vice President, CSFB(Hong Kong)
Teak Joung Kim
Chairman of the Board & Director
Elected on March 26, 2025Three years from election
(Current) Vice Chairman, Korea Industrial Technology Association
Senior Vice Chairman, OCI Co., Ltd.
Su Mi Lee
President & Representative Director
Elected on March 26, 2025Three years from election
(Current) Vice Chairman, Korea Listed Companies Association
(Current) Director & President, OCI Co., Ltd.
Planning Department, OCI Co., Ltd.
Strategy Department, OCI Co., Ltd.

Term of Director: Three years from election
The company purchased executive liability insurance for all registered executive officers.

Independent Directors

Ok Jin Kim
Independent Director &
Member of Audit Committee
Elected on March 29, 2024Three years from election
(Current) CEO of Manpower Korea Inc.
Auditor, Seoul Tourism Organization
Representative Director, Seoul Miramar Co. (Grand Hyatt Seoul)
USA Director, KPMG LLP, NY
Hyun Seung Lee
Independent Director &
Member of Audit Committee
Elected on March 29, 2024Three years from election
(Current) Chairman, LHS Asset Management
(Current) Independent Director, DB Insurance Co., Ltd.
Management Advisor, KB Asset Management
President & Representative Director, GE Energy Korea
Woo Sung Shin
Independent Director &
Member of Audit Committee
Elected on March 26, 2025Three years from election
Chairman & Representative Director, BASF Co., Ltd.
Representative Director, Kumho P&B Chemicals, Inc.
Pil Nam Kim
Independent Director &
Member of Audit Committee
Elected on March 26, 2025Three years from election
(Current) Dean, KAIST Academy, KAIST
(Current) Head, Center for Excellence in Learning & Teaching, KAIST
(Current) Associate Professor, Bio and Brain Engineering, KAIST
Lee Ho Joon
Independent Director &
Member of Audit Committee
Elected on March 26, 2026Three years from election
(Current) Advisor, Shin & Kim LLC
(Current) Private Sector Member, Carbon Neutrality and Green Growth Committee
Management Advisory Committee Member, Export-Import Bank of Korea
Full-time Vice Chairman, Federation of Middle Market Enterprises of Korea

Term of Director: Three years from election
The company purchased executive liability insurance for all registered executive officers.

Committees under the Board of Directors

* Chairman

Director Candidate Recommendation CommitteeManagement regulations
Matters related to remuneration, etc. of Directors
Hyun Seung Lee(*), Ok Jin Kim, Woo Sung Shin, Pil Nam Kim, Lee Ho Joon
Remuneration CommitteeManagement regulations
Matters related to remuneration, etc. of Directors
Woo Sung Shin(*), Ok Jin Kim, Hyun Seung Lee, Pil Nam Kim, Lee Ho Joon
Audit CommitteeManagement regulations
Audit and inspection, etc.
Ok Jin Kim(*), Hyun Seung Lee, Woo Sung Shin, Pil Nam Kim, Lee Ho Joon
Internal Trading CommitteeManagement regulations
Matters regarding large-scale internal trading
Pil Nam Kim(*), Ok Jin Kim, Hyun Seung Lee, Woo Sung Shin, Lee Ho Joon
ESG CommitteeManagement regulations
Matters concerning sustainable management
Su Mi Lee(*), Ok Jin Kim, Hyun Seung Lee, Woo Sung Shin, Pil Nam Kim, Lee Ho Joon

Board of Directors Evaluation

OCI Holdings has been conducting annual evaluations of the Board of Directors and committees through surveys targeting directors since 2021.
In addition, independent directors also carry out self-assessments.
The results of these evaluations are used as reference materials to improve the management and operation of the Board.

2025
2024

1. BOD Evaluation Results (Evaluation of Individual Director)

Category	Number of questions	Key assessment questions	Score (out of 5 points)
BOD Roles and Responsibilities	5	Does the Board perform its duties fairly in the best interests of all shareholders, including minority shareholders? Is the Board fully aware of its fiduciary responsibility to oversee and supervise senior management? Does the Board conduct sufficient deliberation and oversight regarding the company's long-term strategies and key policies through its agenda?	4.7
BOD Structure	4	Is the size of the Board appropriate for effective discussions and activities	4.7
BOD Independence	3	Do the Board members understand and respect each other's authorities and responsibilities	4.8
BOD Operation and Agenda	9	Is the Board convened regularly and appropriately to faithfully perform its duties Do the Board members receive materials related to Board agenda items with sufficient time in advance	4.5

2. Committee Evaluation Results (Evaluation of Individual Director)

Category	Number of questions	Key assessment questions	Score (out of 5 points)
Audit Committee	6	Does the Audit Committee thoroughly review internal and external audit results and clearly report key findings to the general meeting of shareholders or the Board? Does the Audit Committee appropriately monitor the design and operation of internal control systems (e.g., Internal Control over Financial Reporting)?	4.5
Remuneration Committee	5	Does the Remuneration Committee approve the remuneration limits for executives through sufficient deliberation? Is the Remuneration Committee's decision-making process properly aligned with the company’s long-term strategy and performance?	4.1
Director Candidate Recommendation Committee	5	Does the Independent Director Candidate Recommendation Committee appropriately evaluate the expertise, independence, and ethics of candidates? Does the Independent Director Candidate Recommendation Committee maintain transparency and fairness throughout the entire candidate nomination process?	4.5
ESG Committee	5	Are ESG risk management processes appropriately managed through the Committee? Does the ESG Committee effectively report on ESG-related performance, policies, and progress?	4.6

3. Independent Directors' Self-Evaluation Results

Category	Number of questions	Key assessment questions	Score (out of 5 points)
Independent Directors' Self-Evaluation	10	Have I performed my duties fairly and faithfully, prioritizing the interests of the company and all its shareholders? Have I made decisions considering not only short-term performance but also the sustainable growth and long-term value creation of the company? Have I maintained independence in my relationship with the company and its management, and effectively managed any potential conflicts of interest?	4.6

Performances of the BOD and its Committees

2025
2024
2023
2022
2021

Board of Directors

Session	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Date	Agenda Item	Voting	Director Woo Hyun Lee (100%)	Director Jin Sug Suh (100%)	Director Teak Joung Kim (80%)	Director Su Mi Lee (100%)	Independent Director Mi Chung Ahn (100%)	Independent Director Jina Kang (100%)	Independent Director Ok Jin Kim (100%)	Independent Director Hyun Seung Lee (100%)	Independent Director Woo Sung Shin (100%)	Independent Director Pil Nam Kim (100%)
1	January 09, 2025	Provision of fund supplementation commitment	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
1	January 09, 2025	Provision of payment guarantee to specially related party (OCI TerraSus Sdn. Bhd.)	Passed	Voting rights not exercised	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
2	February 10, 2025	Approval of the financial statements, consolidated financial statements, and business report for the 51st period	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
		Resolution on the Cancellation of Treasury Shares	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
		Provision of loan to specially related party (DCRE)	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
		Reappointment of Unregistered Officers	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
3	March 06, 2025	The convocation of the 51st annual general meeting of shareholders and introduction of electronic voting system	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
3	March 06, 2025	Approval of transactions with specially related parties (OCI, OCI Dream)	Passed	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor	-	-
4	March 26, 2025	Appointment of the Chairman of the Board	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Appointment of the Representative Director (CEO)	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Appointment of Members of Board Committees	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
5	April 24, 2025	Provision of fund supplementation commitment	Passed	In Favor	-	Absent	Voting rights not exercised	-	-	In Favor	In Favor	In Favor	In Favor
		Approval of transactions with specially related party (DCRE)	Passed	In Favor	-	Absent	Voting rights not exercised	-	-	In Favor	In Favor	In Favor	In Favor
		Approval of transactions with specially related party (OCI Power)	Passed	In Favor	-	Absent	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
6	May 22, 2025	Execution of a Purchase and Sale Agreement for Subscription Rights	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Appointment of Advisor (Seo Jin-seok)	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Appointment of Advisor (Kim Seong-jun)	Passed	Voting rights not exercised	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
7	July 04, 2025	Participation in the Rights Offering (Existing Shareholders) of Bukwang Pharm	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
8	July 10, 2025	Participation in the Rights Offering (Public Offering) of Bukwang Pharm	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
9	July 24, 2025	Amendment of the Audit Committee Regulations	Passed	In Favor	-	Absent	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
9	July 24, 2025	Amendment of the ESG Committee Regulations	Passed	In Favor	-	Absent	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
10	August 21, 2025	Approval of the Dissolution and Liquidation of OCI-Ferro	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
11	September 18, 2025	Provision of loan to specially related party (DCRE)	Passed	In Favor	-	In Favor	Voting rights not exercised	-	-	In Favor	In Favor	In Favor	In Favor
11	September 18, 2025	Provision of Performance Guarantees	Passed	In Favor	-	Voting rights not exercised	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
12	November 11, 2025	Cancellation of Treasury Shares	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Approval of transactions with specially related party (OCI Enterprises Inc.)	Passed	Voting rights not exercised	-	In Favor	Voting rights not exercised	-	-	In Favor	In Favor	In Favor	In Favor
		Approval of transactions with specially related party (OCI TerraSus Sdn. Bhd.)	Passed	Voting rights not exercised	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Appointment of Advisor (Kim Kyung-ja)	Passed	Voting rights not exercised	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
13	December 15, 2025	Setting the Record Date for the 52nd AGM	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Approval of transactions with specially related parties	-	-	-	-	-	-	-	-	-	-	-
		- Subject: 2026 intra-group transactions with specially related parties	-	-	-	-	-	-	-	-	-	-	-
		- Separate deliberation by individual specially related party	-	-	-	-	-	-	-	-	-	-	-
		1) Approval of transactions with specially related party (DCRE Co., Ltd.)	Passed	In Favor	-	In Favor	Voting rights not exercised	-	-	In Favor	In Favor	In Favor	In Favor
		2) Approval of transactions with specially related party (OCI Power Co., Ltd.)	Passed	In Favor	-	Voting rights not exercised	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		3) Approval of transactions with specially related party (OCI Enterprises Inc.)	Passed	Voting rights not exercised	-	In Favor	Voting rights not exercised	-	-	In Favor	In Favor	In Favor	In Favor
		4) Approval of transactions with specially related party (OCI TerraSus Sdn. Bhd.)	Passed	Voting rights not exercised	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		5) Approval of transactions with specially related party (OCI Co., Ltd.)	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		6) Approval of transactions with specially related party (OCI Dream Co., Ltd.)	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Amendment of the Internal Accounting Control Regulations	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor
		Reappointment of Unregistered Officers	Passed	In Favor	-	In Favor	In Favor	-	-	In Favor	In Favor	In Favor	In Favor

* OCIM Sdn. Bhd. changed its name to OCI TerraSus Sdn. Bhd. as of February 4, 2025

Director Candidate Recommendation Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Woo Hyun Lee (100%)	Mi Chung Ahn (100%)	Jina Kang (100%)	Hyun Seung Lee (100%)	Ok Jin Kim (100%)	Woo Sung Shin (100%)	Pil Nam Kim (100%)
1st	Jina Kang(*), Mi Chung Ahn, Hyun Seung Lee, Ok Jin Kim, Woo Hyun Lee	February 25, 2025	Recommendation of candidates for Directors and Audit Committee members - Candidates for Executive Directors: Teak Joung Kim, Su Mi Lee - Candidates for Independent Directors and Audit Committee members: Woo Sung Shin, Pil Nam Kim	Passed	In favor	In favor	In favor	In favor	In favor	-	-
2nd	Hyun Seung Lee(*), Ok Jin Kim, Woo Sung Shin, Pil Nam Kim	March 26, 2025	Appointment of the Chairman of the Independent Director Candidate Recommendation Committee	Passed	-	-	-	In favor	In favor	In favor	In favor

Remuneration Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Woo Hyun Lee (100%)	Mi Chung Ahn (100%)	Jina Kang (100%)	Hyun Seung Lee (100%)	Ok Jin Kim (100%)	Woo Sung Shin (100%)	Pil Nam Kim (100%)
1st	Mi Chung Ahn(*), Woo Hyun Lee, Jina Kang, Ok Jin Kim, Hyun Seung Lee	March 06, 2025	Approval of the remuneration limit for Directors for 2025	Passed	In favor	In favor	In favor	In favor	In favor	-	-
2nd	Woo Sung Shin(*), Ok Jin Kim, Hyun Seung Lee, Pil Nam Kim	March 26, 2025	Appointment of the Chairman of the Remuneration Committee	Passed	-	-	-	In favor	In favor	In favor	In favor

Internal Trading Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Hyun Seung Lee (100%)	Ok Jin Kim (100%)	Woo Sung Shin (100%)	Pil Nam Kim (100%)
1st	Pil Nam Kim(*), Ok Jin Kim, Hyun Seung Lee, Woo Sung Shin	March 26, 2025	Appointment of the Chairman of the Internal Trading Committee	Passed	In favor	In favor	In favor	In favor

ESG Committee

* Chairman

Session	Member	Date	Agenda Item	Voting	Names of Directors and Voting Results (Attendance Rate)
Session	Member	Date	Agenda Item	Voting	Su Mi Lee (100%)	Hyun Seung Lee (100%)	Ok Jin Kim (100%)	Woo Sung Shin (100%)	Pil Nam Kim (100%)
1st	Su Mi Lee(*), Ok Jin Kim, Hyun Seung Lee, Woo Sung Shin, Pil Nam Kim	March 26, 2025	Appointment of the Chairman of the ESG Committee	Passed	In favor	In favor	In favor	In favor	In favor
1st		March 26, 2025	<Report Item> Materiality assessment for sustainability management (2024 Integrated Report)	-	Present	Present	Present	Present	Present
1st		July 24, 2025	<Report Item> 1. Key results of the 2024 Integrated Report 2. Plan for establishing a risk management system 3. Progress and future plans regarding human rights management	-	Present	Present	Present	Present	Present
1st		December 15, 2025	<Report Item> 1. Results of Korea Institute of Corporate Governance and Sustainability (KCGS) evaluation 2. Results of S&P Global CSA (Corporate Sustainability Assessment) 3. Results of Sustinvest evaluation 4. Amendment of the Risk Management Regulations 5. Human rights management improvement activities for the second half of the year	-	Present	Present	Present	Present	Present